SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                         ------------------------------

                                    FORM 10-Q


          [X] QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                      For the quarter ended March 31, 2000

          [ ] TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                        Commission File Number 333-33572
                                 --------------


                        DIAMOND TRIUMPH AUTO GLASS, INC.
             (Exact name of registrant as specified in its charter)


            DELAWARE                                            23-2758853
 (State or other jurisdiction of                             (I.R.S. Employer
  incorporation or organization)                            Identification No.)

                220 DIVISION STREET, KINGSTON, PENNSYLVANIA 18704
          (Address, including zip code of principal executive offices)

                                 (570) 287-9915
                     (Telephone number, including area code)

                           Indicate by check mark whether the registrant (1) has
                  filed all  reports to be filed by Section 13 or Section  15(d)
                  of  the  Securities  and  Exchange  Act  of  1934  during  the
                  preceding  12  months  (or for such  shorter  period  that the
                  registrant  was  required to file such  reports),  and (2) has
                  been subject to such filing requirements for the past 90 days.
                  Yes [x] No [ ]

                           As of May  10,  2000,  there  were  1,000,000  shares
                  outstanding  of  Diamond's  Common  Stock ($.01 par value) and
                  35,000  shares  outstanding  of Diamond's  Series A 12% Senior
                  Redeemable Cumulative Preferred Stock ($.01 par value).

<PAGE>

                        DIAMOND TRIUMPH AUTO GLASS, INC.
                                    Form 10-Q
                      For the Quarter Ended March 31, 2000

                                      INDEX

                                                                        Page No.
                                                                        --------

Part I. Financial Information

         Item 1.  Financial Statements

                  Condensed Balance Sheets -
                    March 31, 2000 and December 31, 1999...................   3

                  Condensed Statements of Operations - Three Months Ended
                    March 31, 2000 and 1999................................   4

                  Condensed Statements of Cash Flows - Three Months Ended
                    March 31, 2000 and 1999...............................    5

                  Notes to Condensed Financial Statements.................    6

         Item 2.  Management's Discussion and Analysis of Financial
                  Condition and Results of Operation......................    7

Part II. Other Information

         Item 2.  Changes in Securities and Use of Proceeds..............    10

         Item 6.  Exhibits and Reports on Form 8-K.......................    10

                  Signature..............................................    11

                                       2

<PAGE>

                                     PART I
                             FINANCIAL INFORMATION


ITEM 1.     FINANCIAL STATEMENTS

                        DIAMOND TRIUMPH AUTO GLASS, INC.
                            CONDENSED BALANCE SHEETS
                             (Dollars in Thousands)
<TABLE>
<CAPTION>

                                                                          March 31, 2000      December 31, 1999
                                                                          --------------      -----------------
                                                                           (Unaudited)
ASSETS

Current assets:
<S>                                                                              <C>                   <C>
  Cash and cash equivalents                                                      $39                   $94
  Accounts receivable, net                                                    13,851                10,895
  Other receivables                                                              498                   189
  Inventories                                                                 12,214                12,620
  Prepaid expenses                                                               930                   962
  Deferred income taxes                                                        3,081                 3,081
                                                                           ---------              --------
Total current assets                                                          30,613                27,841
                                                                           ---------              --------
Equipment and leasehold improvements, net                                      7,173                 7,693

Deferred loan costs and senior notes discount, net                             6,708                 7,502
Deferred income taxes                                                         43,692                44,082
Other assets                                                                     389                   401
                                                                           ---------               -------
Total assets                                                                 $88,575               $87,519
                                                                           =========               =======
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities:
  Accounts payable                                                           $10,252                $7,950
  Accrued expenses:
      Payroll and related items                                                3,838                 3,314
      Accrued interest                                                         4,633                 2,363
      Accrued income taxes                                                     1,253                 1,216
      Other                                                                      592                   362
                                                                           ---------               -------
Total accrued expenses                                                        10,316                 7,255
                                                                           ---------               -------
Total current liabilities                                                     20,568                15,205
                                                                           ---------               -------
Long-term debt:
  Credit facility                                                              2,500                 7,500
  Senior notes                                                               100,000               100,000
                                                                           ---------               -------
Total long-term debt                                                         102,500               107,500
                                                                           ---------               -------
    Total liabilities                                                        123,068               122,705
                                                                           ---------               -------
Series A 12% senior redeemable cumulative preferred stock -
      par value $0.01 per share; authorized 100,000 shares;
      issued and outstanding 35,000 shares in 2000 and 1999,
      at liqudation preference value                                         44,338                 43,046
                                                                           ---------               -------
Stockholders' equity (deficit):
Common stock, 2000 and 1999 par value $0.01 per share;
      authorized 1,100,000 shares; issued and outstanding
      1,000,000 shares                                                            10                    10
Additional paid-in capital                                                    51,455                52,747
Retained earnings (accumulated deficit)                                     (130,296)             (130,989)
                                                                           ---------               -------
    Total stockholders' equity (deficit)                                     (78,831)              (78,232)
                                                                           ---------               -------
Total liabilities and stockholders' equity (deficit)                         $88,575               $87,519
                                                                           =========               =======
</TABLE>

                   See notes to condensed financial statements

                                                       3

<PAGE>

                        DIAMOND TRIUMPH AUTO GLASS, INC.
                 CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED)
                             (Dollars in Thousands)

<TABLE>
<CAPTION>

                                                               Three Months Ended      Three Months Ended
                                                                 March 31, 2000          March 31, 1999
                                                               ------------------      ------------------

<S>                                                                   <C>                    <C>
Net sales                                                             $44,665                $41,412
Cost of sales                                                          13,864                 12,842
                                                                 -------------           -----------
Gross profit                                                           30,801                 28,570

Operating expenses                                                     26,039                 23,766
                                                                 -------------           -----------
Income from operations                                                  4,762                  4,804

Other (income) expense:
     Interest income                                                      (38)                   (11)
     Interest expense                                                   2,806                  2,718
                                                                 -------------           -----------
                                                                        2,768                  2,707
                                                                 -------------           -----------
Income before provision for income taxes and
      extraordinary loss on extinguishment of debt                      1,994                  2,097

Provision for income taxes                                                797                    838
                                                                 -------------           -----------
Net income before extraordinary item                                    1,197                  1,259

Extraordinary loss on extinguishment of
      debt,  net of income taxes of $336                                  504                    -
                                                                 -------------           -----------
Net income                                                                693                  1,259

Preferred stock dividends                                               1,292                  1,147
                                                                 -------------           -----------
Net (loss) income applicable to common
      stockholders                                                      ($599)                  $112
                                                                 =============           ===========
</TABLE>

                   See notes to condensed financial statements

                                                 4

<PAGE>

                        DIAMOND TRIUMPH AUTO GLASS, INC.
                 CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)
                             (Dollars in Thousands)

                                                  Three Months    Three Months
                                                      Ended           Ended
                                                  March 31, 2000  March 31, 1999
                                                  --------------  --------------
OPERATING ACTIVITIES
    Net cash provided by operating activities           $5,383        $3,507
                                                     ----------     --------
INVESTING ACTIVITIES
    Capital expenditures                                  (193)         (726)
    Proceeds from sale of equipment                         14            31
    Decrease in other assets                                11            83
                                                     ----------     --------
Net cash used in investing activities                     (168)         (612)
                                                     ----------     --------
FINANCING ACTIVITIES
  Net proceeds from credit facility                      2,500         3,000
  Payments on credit facility                           (7,500)       (6,000)
  Deferred loan cost                                      (270)          -
                                                     ----------     --------
Net cash used in financing activities                  ($5,270)      ($3,000)
                                                     ----------     --------
NET INCREASE (DECREASE) IN CASH AND CASH
EQUIVALENTS                                                (55)         (105)

Cash and cash equivalents, beginning of period              94           301
                                                     ----------     --------
Cash and cash equivalents, end of period                   $39          $196
                                                     ==========     ========

                  See notes to condensed financial statements

                                       5

<PAGE>

                        Diamond Triumph Auto Glass, Inc.
                          NOTES TO FINANCIAL STATEMENTS
                                   (unaudited)

Note 1.           Significant Accounting Policies

                  These interim  financial  statements are unaudited but, in the
                  opinion of  management,  reflect all  adjustments  (consisting
                  only of normal  recurring  adjustments)  necessary  to present
                  fairly  the data for  these  periods.  The  interim  financial
                  statements  should  be read in  conjunction  with the  audited
                  financial  statements and notes thereto contained in Diamond's
                  Annual Report on Form 10-K for the fiscal year ended  December
                  31,  1999.  Diamond's  results  for  interim  periods  are not
                  normally  indicative  of results to be expected for the fiscal
                  year. Diamond's business is somewhat seasonal,  with the first
                  and fourth calendar quarters of each year traditionally  being
                  its slowest  periods of activity.  This reduced level of sales
                  has historically  resulted in less operating income during the
                  first and fourth calendar  quarters of each year. The severity
                  of weather also has an impact on Diamond's sales and operating
                  income, with severe winter weather generating  increased sales
                  and income and mild winters generating lower sales and income.

                  Deferred Loan Costs - Unamortized  deferred loan costs of $504
                  (net of income  taxes of $336)  related  to the old  revolving
                  credit facility were recorded as an extraordinary  loss on the
                  extinguishment  of  outstanding  debt  under  the  old  credit
                  facility,  which  was  repaid  with  borrowings  under the new
                  credit facility.

                  Preferred Stock - At March 31, 2000 and December 31, 1999, the
                  liquidation value of the Preferred Stock recorded on Diamond's
                  Balance  Sheet was $44,338 and  $43,046,  respectively,  which
                  includes dividends of $9,338 and $8,046,  respectively,  added
                  to the liquidation value.

                  Long-Term Debt:

                  Credit  Facility - On March 27, 2000,  Diamond  entered into a
                  new credit  facility.  The new credit  facility has an initial
                  term of four years and provides for  revolving  advances of up
                  to the lesser of: (1) $25,000; (2) the sum of 85% of Diamond's
                  Eligible  Accounts  Receivable  (as  defined in the new credit
                  facility) plus 85% of Diamond's Eligible Inventory (as defined
                  in the new credit facility),  less certain reserves; or (3) an
                  amount equal to 1.5 times Diamond's  EBITDA (as defined in the
                  new credit facility) for the prior twelve months. A portion of
                  the new credit  facility,  not to exceed $3,000,  is available
                  for the  issuance of letters of credit.  Borrowings  under the
                  new credit facility bear interest, at Diamond's discretion, at
                  either the Chase  Manhattan  Bank Rate (as  defined in the new
                  credit  facility)  or  LIBOR,  plus a margin  of 0.50% for the
                  Chase  Manhattan  Rate  and  2.25%  for  the  LIBOR  Rate.  In
                  addition,  a  commitment  fee of 0.25% is charged  against any
                  unused balance of the new credit facility.  Interest rates are
                  subject to increases or reductions  based upon Diamond meeting
                  certain EBITDA levels. The proceeds of the new credit facility
                  are available for working capital requirements and for general
                  corporate  purposes.  The new  credit  facility  is secured by
                  first priority security interests in all of Diamond's tangible
                  and intangible  assets.  In addition,  the new credit facility
                  contains certain restrictive covenants including,  among other
                  things,  the  maintenance  of a minimum  EBITDA  level for the
                  prior twelve  months,  as well as  restrictions  on additional
                  indebtedness,   dividends   and  certain   other   significant
                  transactions.

                  Senior Notes - On April 27, 2000,  Diamond  commenced an offer
                  to exchange up to $100,000,000 in aggregate  principal  amount
                  of its new 9 1/4% Senior  Notes due 2008 (the "New Notes") for
                  any and all of its  outstanding  9 1/4% Senior  Notes due 2008
                  (the   "Old   Notes").   The   terms  of  the  New  Notes  are
                  substantially  identical to the terms of the Old Notes, except
                  for certain  transfer  restrictions  and  registration  rights
                  relating to the Old Notes.  The exchange offer relating to the
                  New Notes has been  registered  under  the  Securities  Act of
                  1933, as amended,  pursuant to a  registration  statement that
                  was  declared   effective  by  the   Securities  and  Exchange
                  Commission on April 27, 2000.  The exchange offer is scheduled
                  to expire on June 12, 2000, unless extended by Diamond.

                                       6

<PAGE>

ITEM 2.           MANAGEMENT'S  DISCUSSION  AND ANALYSIS OF FINANCIAL  CONDITION
                  AND RESULTS OF OPERATIONS

                  Results of Operations

                  The following table summarizes Diamond's historical results of
                  operations   and   historical   results  of  operations  as  a
                  percentage  of sales for the three months ended March 31, 2000
                  and 1999.

                                               Three Months      Ended March 31,
                                                  2000               1999
                                               ------------      ---------------
                                               $        %        $          %
                                               ------------      --------------
                                                    (dollars in millions)

Sales.....................................     44.7   100.0      41.4    100.0
Cost of Sales.............................     13.9    31.1      12.8     30.9
                                              -----   -----     -----    -----
Gross Profit..............................     30.8    68.9      28.6     69.1
Operating Express.........................     26.0    58.2      23.8     57.5
                                              -----   -----     -----    -----
Income From Operations....................      4.8    10.7       4.8     11.6
Interest Income...........................       -      -         -         -
Interest Expense..........................      2.8     6.3       2.7      6.5
                                              -----   -----     -----    -----
                                                2.8     6.3       2.7      6.5
                                              -----   -----     -----    -----
Income before provisions for income taxes
  and extraorinary loss on etinguishment
  of debt.................................      2.0     4.5      2.1       5.1
Provision for income taxes................      0.8     1.8      0.8       1.9
                                              -----   -----     -----    -----
Net income before extraordinary item......      1.2     2.7      1.3       3.1
Extraordinary loss on extinguishment of
  debt, net of taxes......................      0.5     1.1       -         -
                                              -----   -----     -----    -----
Net income................................      0.7     1.6      1.3       3.1
                                              =====   =====     =====    =====

EBITDA (1)...............................       5.5    12.3      5.4      13.0

                  ---------------------
                  (1) EBITDA represents  income before taxes,  interest expense,
                  depreciation  and  amortization  expense.  While EBITDA is not
                  intended to represent cash flow from  operations as defined by
                  GAAP and should not be considered as an indicator of operating
                  performance  or an  alternative  to cash flow (as  measured by
                  GAAP) as a measure  of  liquidity,  it is  included  herein to
                  provide  additional  information  with  respect  to  Diamond's
                  ability to meet its future debt service,  capital  expenditure
                  and working capital requirements.

                  Three  Months  Ended March 31, 2000  Compared to Three  Months
                  Ended March 31, 1999

                           Sales. Net sales for the three months ended March 31,
                  2000 increased by $3.3 million, or 8.0%, to $44.7 million from
                  $41.4  million  for the three  months  ended  March 31,  1999.
                  Replacement unit volume increased 3.5% during the three months
                  ended March 31, 2000  compared to the three months ended March
                  31, 1999.  The increase in sales and  replacement  unit volume
                  was primarily  attributable  to service centers opened in 1998
                  and 1999. Diamond experienced a slight increase in its average
                  revenue per replacement  unit for the three months ended March
                  31, 2000  compared to the three  months  ended March 31, 1999.
                  The increase in Diamond's average revenue per replacement unit
                  was primarily attributable to an increase in demand related to
                  inclement weather  conditions  experienced  throughout a large
                  portion of Diamond's  network.  In addition,  during the three
                  months  ended March 31,  2000,  there was a net opening of two
                  new service centers.

                           Gross Profit. Gross profit for the three months ended
                  March 31, 2000  increased by $2.2  million,  or 7.7%, to $30.8
                  million  from $28.6  million for the three  months ended March
                  31,  1999.  The  increase in gross profit for the three months
                  ended March 31, 2000 was due to an increase in average revenue
                  per unit and net  sales  discussed  above.  Gross  profit as a
                  percentage  of net sales for the three  months ended March 31,
                  2000

                                       7

<PAGE>

                  decreased to 68.9% from 69.1% for the three months ended March
                  31,  1999.  The decrease in gross  profit  percentage  for the
                  three  months  ended  March 31, 2000 was due to an increase in
                  product  costs  compared to the three  months  ended March 31,
                  1999.

                           Operating Expenses.  Operating expenses for the three
                  months  ended March 31, 2000  increased  by $2.2  million,  or
                  9.2%, to $26.0 million from $23.8 million for the three months
                  ended March 31, 1999.  The increase in operating  expenses for
                  the  three   months   ended  March  31,  2000  was   primarily
                  attributable  to the  continued  expansion of capacity  within
                  Diamond's  service center and distribution  center network and
                  an  increase  in  gasoline  and  vehicle   related   expenses.
                  Operating expenses as a percentage of sales increased to 58.2%
                  for the three  months  ended March 31, 2000 from 57.5% for the
                  three months  ended March 31, 1999.  The increase in operating
                  expenses as a percentage of sales is primarily attributable to
                  increased gasoline and vehicle related expenses, primarily due
                  to rising gas prices and an  increase  in service  center wage
                  rates in the three months ended March 31, 2000 compared to the
                  three months ended March 31, 1999.

                           Depreciation and amortization  expense for the period
                  ending March 31, 2000 increased by $0.1 million,  or 16.7%, to
                  $0.7  million  from $0.6  million for the same period in 1999.
                  This increase is  attributable  to an increase in amortization
                  expense  related  to  the  implementation  of  certain  sales,
                  billing and financial systems software.

                           Income From  Operations.  Income from  operations was
                  $4.8  million  for the three  months  ended March 31, 2000 and
                  1999.  The increase in gross profit for the three months ended
                  March  31,  2000  was  offset  by the  increase  in  operating
                  expenses  for the same  period.  Income from  operations  as a
                  percentage  of sales  decreased  to 10.7% for the three months
                  ended March 31,  2000 from 11.6% for the three  months ended
                  March 31, 1999.  This decrease is  attributable  to the slight
                  reduction in gross  margin and increase in operating  expenses
                  as a percentage of sales due to the factors discussed above.

                           Interest  Expense.  Interest  expense  for the  three
                  months  ended March 31, 2000  increased  by $0.1  million,  or
                  3.7%,  to $2.8  million from $2.7 million for the three months
                  ended March 31, 1999.  Cash interest  expense was $2.6 million
                  for the three  months  ended March 31,  2000  compared to $2.5
                  million for the three months ended March 31, 1999.

                           Net  Income  Before  Extraordinary  Item.  Net income
                  before the extraordinary item for the three months ended March
                  31, 2000  decreased by $0.1 million,  or 7.7%, to $1.2 million
                  from $1.3  million for the three  months ended March 31, 1999.
                  This  decrease was due to a $0.1 million  increase in interest
                  expense as discussed above.

                           Net  Income.  Net income for the three  months  ended
                  March 31, 2000  decreased by $0.6 million,  or 46.2%,  to $0.7
                  million from $1.3 million for the three months ended March 31,
                  1999.  Net income as a percentage  of sales  decreased to 1.6%
                  for the three  months  ended  March 31, 1999 from 3.1% for the
                  three months ended March 31, 1999.  The decrease in net income
                  and net income  margin during the three months ended March 31,
                  2000  compared  to the three  months  ended March 31, 1999 was
                  primarily due to a $0.5 million,  net of taxes,  extraordinary
                  loss  related  to the  extinguishment  of debt  under  the old
                  credit  facility,  which was repaid with borrowings  under the
                  new credit facility.

                           EBITDA.  EBITDA was $5.5 million for the three months
                  ended  March  31,  2000,  representing  an  increase  of  $0.1
                  million,  or 1.9%,  as compared to $5.4  million for the three
                  months ended March 31, 1999.  EBITDA as a percentage  of sales
                  decreased  to 12.3% for the three  months ended March 31, 2000
                  from 13.0% for the three  months  ended  March 31,  1999.  The
                  increase in EBITDA for the three  months  ended March 31, 2000
                  was due to the increase in sales  compared to the three months
                  ended March 31, 1999.  The  decrease in EBITDA  margin for the
                  three months ended March 31, 2000 compared to the three months
                  ended March 31, 1999 was due to a  reduction  in gross  margin
                  percentage  and  an  increase  in  operating   expenses  as  a
                  percentage of sales due to the factors discussed above.

                  Liquidity and Capital Resources

                           Diamond's  need for  liquidity  will arise  primarily
                  from the interest  payable on the senior notes, the new credit
                  facility and the funding of Diamond's capital expenditures and
                  working capital requirements. There are no mandatory principal
                  payments on the senior notes prior to their  maturity on April
                  1, 2008 and,

                                       8

<PAGE>

                  except to the  extent  that the  borrowing  base under the new
                  credit facility exceeds the amount outstanding thereunder,  no
                  required  payments  of  principal  on the new credit  facility
                  prior to its expiration on March 27, 2004.

                           Net Cash Provided by Operating  Activities.  Net cash
                  provided by  operating  activities  for the three months ended
                  March 31, 2000  increased by $1.9 million to $5.4 million from
                  $3.5 million for the three  months  ended March 31, 1999.  The
                  increase was primarily  attributable  to lower working capital
                  requirements in the three months ended March 31, 2000 compared
                  to the three months ended March 31, 1999. In  particular,  the
                  increase in accounts  receivable  for the three  months  ended
                  March 31, 2000 was $3.3  million  compared to $4.5 million for
                  the three months ended March 31, 1999. In addition,  inventory
                  decreased  $0.4  million for the three  months ended March 31,
                  2000  compared to an  increase  of $0.1  million for the three
                  months ended March 31, 1999.

                           Net Cash Used in Investing Activities.  Net cash used
                  in investing  activities  for the three months ended March 31,
                  2000 was $0.2  million  compared to $0.6  million in the three
                  months  ended  March 31,  1999.  The  primary  reason  for the
                  variance was a decrease in capital expenditures.

                           Net Cash Used in Financing Activities.  Net cash used
                  by  financing  activities  in the three months ended March 31,
                  2000 increased  $2.3 million to $5.3 million  compared to $3.0
                  million in the three months  ended March 31, 1999.  During the
                  three  months  ended  March  31,  2000,  Diamond  repaid  $5.0
                  million,  net,  of  outstanding  borrowings  under its  credit
                  facility and paid $0.3 million in loan costs.

                           Capital  Expenditures.  Capital  expenditures for the
                  three  months  ended  March 31,  2000 were  $0.2  million,  as
                  compared to $0.7  million for the three months ended March 31,
                  1999.  Capital  expenditures  for the three months ended March
                  31, 2000 were made primarily to fund the continued  upgrade of
                  Diamond's management information systems.

                           Liquidity. Management believes that Diamond will have
                  adequate  capital  resources and liquidity to satisfy its debt
                  service   obligations,   working  capital  needs  and  capital
                  expenditure  requirements,  including  those  related  to  the
                  opening of new  service  centers for the  foreseeable  future.
                  Diamond's  capital  resources and liquidity are expected to be
                  provided  by   Diamond's   net  cash   provided  by  operating
                  activities and borrowings under the credit facility.

                  Forward-Looking Statements

                           Readers  are  cautioned  that  there  are  statements
                  contained   in  this   report   which  are   "forward-looking"
                  statements  within  the  meaning  of  the  Private  Securities
                  Litigation  Reform  Act of 1995 (the  "Act").  Forward-looking
                  statements  include statements which are predictive in nature,
                  which  depend  upon or refer to future  events or  conditions,
                  which  include   words  such  as   "expects,"   "anticipates,"
                  "intends,"  "plans,"   "believes,"   "estimates,"  or  similar
                  expressions.  In addition,  any statements  concerning  future
                  financial performance (including future revenues,  earnings or
                  growth rates),  ongoing business strategies or prospects,  and
                  possible future actions,  which may be provided by management,
                  are also  forward-looking  statements  as  defined by the Act.
                  Forward-looking  statements are based on current  expectations
                  and projections  about future events and are subject to risks,
                  uncertainties,  and  assumptions  about Diamond,  economic and
                  market  factors  and the  industries  in  which  Diamond  does
                  business,   among  other  things.  These  statements  are  not
                  guarantees of future  performance  and Diamond has no specific
                  intention to update these statements.

                           These    forward-looking    statements,    like   any
                  forward-looking  statements,  involve risks and  uncertainties
                  that could  cause  actual  results to differ  materially  from
                  those  projected or anticipated.  The risks and  uncertainties
                  include   the  effect  of  overall   economic   and   business
                  conditions,  the demand for  Diamond's  products and services,
                  regulatory  uncertainties,  the impact of competitive products
                  and  pricing,  changes in  customers'  ordering  patterns  and
                  potential  system  interruptions.  This  list  should  not  be
                  construed as exhaustive.

                                       9

<PAGE>

                                     PART II

                                OTHER INFORMATION

         ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

                  Recent Sales of Unregistered Securities

                           On March 31,  1998:  (1) Diamond  declared and paid a
                  dividend  of 3,500  shares of Series A 12%  Senior  Redeemable
                  Cumulative  Preferred  Stock  to each of  Kenneth  Levine  and
                  Richard   Rutta;   (2)  Kenneth   Levine  and  Richard   Rutta
                  transferred all of the issued and  outstanding  shares of each
                  of Diamond's  affiliated  entities to Diamond in consideration
                  for which Diamond issued  6,950,000  shares of Common Stock to
                  Kenneth Levine and Richard Rutta (which shares of Common Stock
                  were  subsequently  redeemed  by Diamond  other  than  100,000
                  shares of Common  Stock  owned by each of  Kenneth  Levine and
                  Richard Rutta);  (3) Green Equity Investors II, L.P. purchased
                  (A) 770,000 shares of Common Stock for aggregate consideration
                  equal to $15.4 million,  and (B) 28,000 shares of Series A 12%
                  Senior Redeemable  Cumulative Preferred Stock for an aggregate
                  consideration  of $28.0  million;  and (4)  Norman  Harris and
                  Michael A. Sumsky  purchased an aggregate of 30,000  shares of
                  Common Stock for  aggregate  consideration  of  $600,000.  The
                  securities  issued in these  transactions  were not registered
                  under the Securities Act of 1933, as amended (the  "Securities
                  Act"),  pursuant to the exemption  provided under Section 4(2)
                  thereof for transactions not involving a public offering.

                           On March 31,  1998,  Diamond  sold $100.0  million in
                  aggregate principal amount of its 9 1/4% Senior Notes Due 2008
                  in a private offering to First Union Capital Markets, BT Alex.
                  Brown Incorporated and Donaldson, Lufkin & Jenrette Securities
                  Corporation.  The securities  issued in this  transaction were
                  not  registered  under  the  Securities  Act  pursuant  to the
                  exemption provided under Section 4(2) thereof for transactions
                  not involving a public offering.

         ITEM 6.           EXHIBITS AND REPORTS ON FORM 8-K

                           (a)      Exhibits

                                    Exhibit 27  - Financial Data Schedule

                           (b)      Reports on Form 8-K

                                    There  were no  reports  on Form  8-K  filed
                           during the quarter ended March 31, 2000.

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<PAGE>

                                    SIGNATURE

                      Pursuant to the  requirements  of the Securities  Exchange
                  Act of 1934,  the Registrant has duly caused this report to be
                  signed  on  its  behalf  by  the  undersigned  thereunto  duly
                  authorized.

                                              DIAMOND TRIUMPH AUTO GLASS, INC.



          Date: May 15, 2000                  By: /s/ Michael A. Sumsky
                                                  -----------------------
                                              Name:  Michael A. Sumsky
                                              Title: Executive Vice President
                                                     Chief Financial Officer and
                                                     General Counsel (Principal
                                                     Financial and Chief
                                                     Accounting Officer)

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